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EXHIBIT 10.23
VOTING AGREEMENT
VOTING AGREEMENT, dated as of March 20 2005 (this "AGREEMENT"),
by
and among Verilink Corporation, a Delaware corporation (the
"COMPANY"), and
___________ (the "STOCKHOLDER").
WHEREAS, the Company and certain investors (each, an "INVESTOR",
and
collectively, the "INVESTORS") have entered into a Securities
Purchase
Agreement, dated as of the date hereof (the "SECURITIES PURCHASE
AGREEMENT"),
pursuant to which, among other things, the Company has agreed to
issue and sell
to the Investors and the Investors have, severally but not
jointly, agreed to
purchase (i) senior secured convertible notes of the Company
(the "NOTES"),
which Notes shall be convertible into the Company's common
stock, $.01 par value
per share (the "COMMON STOCK"), (ii) warrants to purchase shares
of Common Stock
and (iii) a right to acquire additional Notes.
WHEREAS, as of the date hereof, the Stockholder owns shares
of
Common Stock, which represents (i) approximately [ %] of the
total issued and
outstanding Common Stock of the Company, and (ii) approximately
[ %] of the
total voting power of the Company;
WHEREAS, as a condition to the willingness of the Investors to
enter
into the Securities Purchase Agreement and to consummate the
transactions
contemplated thereby (collectively, the "TRANSACTION"), the
Investors have
required that the Stockholder agree, and in order to induce the
Investors to
enter into the Securities Purchase Agreement, the Stockholder
has agreed, to
enter into this Agreement with respect to all the Common Stock
now owned and
which may hereafter be acquired by the Stockholder and any other
securities, if
any, which Stockholder is currently entitled to vote, or after
the date hererof
becomes entitled to vote, at any meeting of the stockholders of
the Company (the
"OTHER SECURITIES").
NOW, THEREFORE, in consideration of the foregoing and the
mutual
covenants and agreements contained herein, and intending to be
legally bound
hereby, the parties hereto hereby agree as follows:
ARTICLE I
VOTING AGREEMENT OF THE STOCKHOLDER
SECTION 1.01. Voting Agreement. Subject to the last sentence of
this
Section 1.01, the Stockholder hereby agrees that at any meeting
of the
stockholders of the Company, however called, and in any action
by written
consent of the Company's stockholders, the Stockholder shall
vote the Common
Stock and the Other Securities: (a) in favor of the Stockholder
Approval (as
defined in the Securities Purchase Agreement) as described in
Section 4(r) of
the Securities Purchase Agreement; and (b) against any proposal
or any other
corporate action or agreement that would result in a breach of
any covenant,
representation or warranty or any other obligation or agreement
of the Company
under the Transaction Documents (as defined in the Securities
Purchase
Agreement) or which could result in any of the conditions to the
Company's
obligations under the Transaction Documents not being fulfilled.
The Stockholder
acknowledges receipt and review of a copy of the Securities
Purchase Agreement
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and the other Transaction Documents. The obligations of the
Stockholder under
this Section 1.01 shall terminate immediately following the
occurrence of the
Stockholder Approval.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
The Stockholder hereby represents and warrants to the Company
and
each of the Investors as follows:
SECTION 2.01. Authority Relative to this Agreement. The
Stockholder
has the capacity to execute and deliver this Agreement, to
perform his
obligations hereunder and to consummate the transactions
contemplated hereby.
This Agreement has been duly executed and delivered by the
Stockholder and
constitutes a legal, valid and binding obligation of the
Stockholder,
enforceable against the Stockholder in accordance with its
terms, except (a) as
such enforceability may be limited by applicable bankruptcy,
insolvency,
reorganization, fraudulent conveyance, moratorium or similar
laws now or
hereafter in effect relating to, or affecting generally, the
enforcement of
creditors' and other obligees' rights and (b) where the remedy
of specific
performance or other forms of equitable relief may be subject to
certain
equitable defenses and principles and to the discretion of the
court before
which the proceeding may be brought.
SECTION 2.02. No Conflict. (a) The execution and delivery of
this
Agreement by the Stockholder does not, and the performance of
this Agreement by
the Stockholder shall not, (i) conflict with or violate any
federal, state or
local law, statute, ordinance, rule, regulation, order, judgment
or decree
applicable to the Stockholder or by which the Common Stock or
the Other
Securities owned by the Stockholder are bound or affected or
(ii) result in any
breach of or constitute a default (or an event that with notice
or lapse of time
or both would become a default) under, or give to others any
rights of
termination, amendment, acceleration or cancellation of, or
result in the
creation of a lien or encumbrance on any of the Common Stock or
the Other
Sec
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